UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2004
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ARROW ELECTRONICS, INC.
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(Exact Name of Registrant as Specified in Charter)
NEW YORK 1-4482 11-1806155
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
50 MARCUS DRIVE, MELVILLE, NEW YORK 11747
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (631) 847-2000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 20.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed, as part of its regular employee and director
compensation program, Arrow Electronics, Inc. (the "Company") makes
equity-based awards to employees (including executive officers) and
directors in accordance with established programs described in the
Company's proxy statement for its annual stockholders meeting. The
grants are made pursuant to the stockholder-approved 2004 Omnibus
Incentive Plan (the "Plan"), a copy of which is on file with the SEC as
Annex A to the Company's 2004 Proxy Statement. In anticipation of
future grants of Performance Shares and Restricted Stock Units under
the Plan, pursuant to the SEC's recently adopted Item 1.01 of Form 8-K,
the Company is filing herewith copies of the form of individual
Performance Share Award Agreement and Non-Employee Director Restricted
Stock Unit Award Agreement typically used in connection with such
grants.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is filed with this document.
Exhibit Number Description
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10-0 Form of Performance Share Award Agreement
10-1 Form of Non-Employee Director Restricted Stock Unit
Award Agreement
EXHIBIT INDEX
Exhibit Number Description
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10-0 Form of Performance Share Award Agreement
10-1 Form of Non-Employee Director Restricted Stock Unit
Award Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARROW ELECTRONICS, INC.
Date: October 29, 2004 By: /s/ Peter S. Brown
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Name: Peter S. Brown
Title: Senior Vice President